Today’s Contract Caution: Dark Secret-Beware of who pays for Attorney’s Fees and Courts Costs in contracts. This clause is often weaponized by attorneys to beat the opposing party into submission because attorney’s fees often EXCEED the actual damages claimed by the party suing you. IF you believe you may be a defendant in a contract it is best just to scratch through this clause in a contract.
Today’s Contract Caution: Indemnification – essentially means you will pay the damages and cover the costs (attorney’s fees plus) of someone else’s lawsuit. They are shifting as much liability to you as they can. It is good to have an indemnification clause in your favor and bad if it is against you and perhaps ok if it is mutual. Our Mission-Add Real Meaning & Value to You. Remember, the Serpent is often in the details we don’t want to deal with.
When Reviewing a Lease Seriously Consider the Term and Commencement Clause and any Outs You May Need.
For Example we once provided the below counsel to an LLC Client
Term and Commencement
[In consideration that most business struggle their first five years and that conditions change rapidly during that time it seems unreasonable to us to commit to a ten (10) year lease as a matter of business not law.]
McCartha Law is still providing exceptional Teaching, Equipping, and Legal Protections with our Wills, Estate Planning, and Probate services, along with our Limited Liability Company (LLC) formations, and our Non-Profit (501c3) Formations and 1023 Applications with the IRS. As a matter of fact, we are able to do some of these services either mostly or exclusively online with you through emails, teleconferencing, and Zoom!
Consequently, for many of our clients it is a down time to reach new heights and begin their new business (LLC or Nonprofit) and/or a time to finally solidify your Estate Planning Needs with genuine understanding.
For those of our clients who continue to need in person meetings we haven’t gone anywhere and we are still at the office and at work — which we are more able to do than other businesses due to the small size of our family law firm. Nevertheless, we do employ the following preventative guideline FREQUENTLY to keep our prevention record stellar.
WE Wash our hands frequently
Regularly and thoroughly clean your hands with an alcohol-based hand rub or wash them with soap and water.
Why? Washing your hands with soap and water or using alcohol-based hand rub kills viruses that may be on your hands.
WE work to Maintain social distancing while still being personal
Maintain at least 3 feet between each other and particularly 6 feet distance between ourself and anyone who is coughing or sneezing.
Why? When someone coughs or sneezes they spray small liquid droplets from their nose or mouth which may contain virus. If you are too close, you can breathe in the droplets, including the COVID-19 virus if the person coughing has the disease.
WE Avoid touching eyes, nose and mouth — we have found this is more difficult than it seems — how about you?
Why? Hands touch many surfaces and can pick up viruses. Once contaminated, hands can transfer the virus to your eyes, nose or mouth. From there, the virus can enter your body and can make you sick.
WE Practice respiratory hygiene
Make sure you, and the people around you, follow good respiratory hygiene. This means covering your mouth and nose with your bent elbow or tissue when you cough or sneeze. Then dispose of the used tissue immediately.
Why? Droplets spread virus. By following good respiratory hygiene you protect the people around you from viruses such as cold, flu and COVID-19.
Well, if that happens the the Code of Alabama in Section 19-3B-704 has an answer to that and it states, in relevant part to the Trusts we draft, as follows:
Vacancy in trusteeship; appointment of successor.
(a) A vacancy in a trusteeship occurs if:
(1) a person designated as trustee rejects the trusteeship;
(2) a person designated as trustee cannot be identified or does not exist;
(3) a trustee resigns;
(4) a trustee is disqualified or removed;
(5) a trustee dies; or
(6) a guardian or conservator is appointed for an individual serving as trustee.
(b) If one or more co-trustees remain in office, then a vacancy in a trusteeship need not be filled. A vacancy in a trusteeship must be filled if the trust has no remaining trustee.
(c) A vacancy in a trusteeship of a noncharitable trust that is required to be filled must be filled in the following order of priority:
(1) by a person designated in the terms of the trust to act as successor trustee;
(2) by a person appointed by unanimous agreement of the adult qualified beneficiaries and any entity which is a qualified beneficiary; or
(3) by a person appointed by the court…
(f) If a person is acting as the sole trustee of a trust and if there is no provision in the trust for a successor trustee, then the sole trustee and the adult qualified beneficiaries, by unanimous written agreement, may designate a successor trustee, which shall become trustee of the trust upon the vacancy in the trusteeship. The agreement may be recorded in the probate court or filed in the records of the trust.
(g) Whether or not a vacancy in a trusteeship exists or is required to be filled, the court may appoint an additional trustee or special fiduciary whenever the court considers the appointment necessary for the administration of the trust.